| | (a) | Amount beneficially owned: |
Calculations of the percentage of shares of Class A Common Stock beneficially owned assumes 81,764,191 shares of Class A Common Stock outstanding as of November 3, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 8, 2023, and assumes the conversion of the respective number of Opco Units and Consideration Allocation Rights beneficially owned by the Reporting Persons listed on the respective Reporting Person’s cover page. Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Class A Common Stock listed on such Reporting Person’s cover page.
BX Royal Aggregator LP is the record holder of 8,637,727 Opco Units and 8,637,727 shares of Class C Common Stock. RRR Aggregator LLC is the record holder of 11,400,218 Opco Units, 11,400,218 shares of Class C Common Stock and 42,966 Consideration Allocation Rights.
Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Opco (as amended), subject to certain restrictions contained therein, each holder of Opco Units (other than the Issuer) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the “Redemption Right”) in exchange for shares of Class A Common Stock on a one-for-one basis or, at Opco’s election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date.
Certain officers of the Issuer have been granted certain restricted stock awards. Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the officer remains continuously employed by the Issuer through each vesting date. To the extent that a restricted stock award is forfeited, the shares of Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer and the Issuer will re-issue to certain shareholders, including RRR Aggregator LLC, on a one-for-one basis, shares of Class C Common Stock and Opco Units, with RRR Aggregator LLC entitled to receive its pro rata portion of any such shares re-issued (the “Consideration Allocation Rights”).
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Class A Common Stock listed on such Reporting Person’s cover page.
| | (c) | Number of shares as to which the Reporting Person has: |
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
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